The National Bank's Board of Directors adds two new guidelines to its corporate governance rules for senior officers

Montreal, 23 January 2004 - 

The National Bank's Board of Directors announces the addition of two new guidelines to its corporate governance rules for senior officers. These new guidelines, which go beyond regulatory requirements, are intended to bring the interests of management more in line with the Bank's results.

Firstly, the President and Chief Executive Officer as well as officers on the Bank's Executive Committee will now be required to publicly disclose their intention to exercise options at least five business days in advance. As with any other transaction involving Bank securities, options can only be exercised during the trading periods prescribed by the Bank.

Secondly, since 2002, the Bank has asked its officers to maintain minimum holdings of Bank common shares (including deferred stock units for officers, stock appreciation rights and vested stock options), in proportion to their compensation and function. In 2003, the value of the minimum common share holdings was a multiple of the previous three years' average base salary received by a given officer, as set out below:

5.0 for the President and Chief Executive Officer
2.0 for members of the Executive Committee
1.5 for the senior vice-presidents
1.0 for the vice-presidents

These new corporate governance guidelines are in addition to those already in place at the Bank, notably, the condition for exercising options introduced by the Board to further align the interests of the President and Chief Executive Officer as well as officers on the Bank's Executive Committee with those of shareholders, which stipulates that:

The President and Chief Executive Officer and each officer on the Executive Committee must, upon exercising stock options, hold the amount equivalent to the gain, after tax considerations, in the form of common shares of the Bank for a period of one year.

These new corporate governance rules aim at strengthening investor and market confidence in the Bank. All information pertaining to the compensation of members of the Board of Directors and details on the compensation of senior management will soon be available in the Management Proxy Circular.

About the National Bank

National Bank of Canada is an integrated group that provides comprehensive financial services to consumers, small and medium-sized enterprises and large corporations in its core market, while offering specialized services to its customers elsewhere in the world. The National Bank offers a full array of banking services, including corporate and investment banking. It is an active player on international capital markets and, through its subsidiaries, is involved in securities brokerage, insurance and wealth management, as well as mutual fund and retirement plan management. The National Bank has more than $82 billion in assets and, together with its subsidiaries, employs over 17,000 people. The Bank's securities are listed on the Toronto Stock Exchange (NA: TSX). For more information, visit the Bank's website at www.nbc.ca.

Information : (the telephone number and e-mail address provided below are for the exclusive use of journalists and other media representatives.)

Denis Dubé
Director – Public Relations
National Bank of Canada
Tel.: (514) 394-8644
E-mail: denis.dube@nbc.ca